Board Appointments Sample Clauses
The Board Appointments clause defines the process and criteria for selecting and appointing members to a company's board of directors. It typically outlines who has the authority to nominate or approve directors, the qualifications required, and the procedures for filling vacancies or removing board members. For example, it may specify that certain shareholders have the right to appoint a director or that appointments require a majority board vote. This clause ensures a clear and fair method for board composition, helping to prevent disputes and maintain effective corporate governance.
Board Appointments. (i) The Company agrees that as promptly as practicable after the date hereof (and in any event no later than March 26, 2021), the Board shall take all necessary actions to (A) amend the Company’s Amended and Restated By-laws to increase the maximum number of directors of the Board from ten (10) to twelve (12) and (B) appoint to the Board two (2) new independent directors to be selected from the list of independent director candidates agreed to between the Company and Starboard as of the date hereof (each, a “New Independent Director” and collectively, the “New Independent Directors”). The Company agrees that, provided that such appointed New Independent Director is able and willing to continue to serve on the Board, the Company will include each such newly appointed New Independent Director in the Company’s slate of recommended nominees standing for election at the 2021 annual meeting of stockholders of the Company (the “2021 Annual Meeting”) and will recommend, support and solicit proxies for the election of the New Independent Directors at the 2021 Annual Meeting in the same manner as for the Company’s other nominees at the 2021 Annual Meeting. The Company confirms that two incumbent members of the Board shall not stand for re-election to the Board at the 2021 Annual Meeting such that upon the conclusion of the 2021 Annual Meeting the size of the Board will be set at ten (10) directors. The Company agrees that, from and after entering into a customary non-disclosure agreement with the Company in a form provided by the Company and to be agreed between the Parties, (x) each of the New Independent Directors may attend and participate in any meeting of the Board (whether such meetings are held in person, telephonically or otherwise) until the appointment of the New Independent Directors to the Board, and shall be appointed to the Board as the first order of business at the next such meeting of the Board and (y) until such time as they are appointed to the Board, each of the New Independent Directors shall receive copies of all documents distributed to the Board, including notice of all meetings of the Board, all written consents executed by the Board, all materials prepared for consideration at any meeting of the Board, and all minutes related to each meeting of the Board after the date of this Agreement contemporaneous with their distribution to the Board (except to the extent any such materials are privileged as determined by the Board in good faith).
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Board Appointments. (i) The Company agrees that immediately following the execution of this Agreement and receipt of customary background checks by the Company (which shall be completed as soon as practicable), the Board and all applicable committees of the Board shall take all necessary actions (including by increasing the size of the Board) to appoint (i) ▇▇▇▇▇ ▇. ▇▇▇▇ (the “Starboard Appointee”) and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ (the “Independent Appointees” and together with the Starboard Appointee and the Additional Independent Appointee (as defined below), the “Appointed Directors”) as directors of the Company. The Starboard Appointee and the Independent Appointees shall stand for election at the 2016 annual general meeting of stockholders of the Company (the “2016 Annual General Meeting”) together with the Company’s other nominees.
(ii) In addition to the Starboard Appointee and the Independent Appointees, Starboard shall have the right, following execution of this Agreement, to recommend one additional independent director (the “Additional Independent Appointee”) to the Board. The Additional Independent Appointee must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld), (B) be independent of Starboard (for the avoidance of doubt, the nomination by Starboard of such person to serve on the board of another company shall not (in and of itself) cause such person not to be deemed independent of Starboard), (C) qualify as “independent” pursuant to Nasdaq Stock Market listing standards and (D) have the relevant financial and business experience to be a director of the Company (clauses (C) and (D), the “Director Criteria”). The Nominating and Corporate Governance Committee shall make its determination and recommendation regarding whether such person meets the foregoing criteria within five (5) business days after (1) such Additional Independent Appointee candidate has submitted to the Company the documentation required by Section 1(f)(v) and (2) representatives of the Board have conducted customary interview(s) of such Additional Independent Appointee candidate. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this section as promptly as practicable, but in any case, assuming reasonable availability of the applicable Additional Independent Appointee candidate, within ten (10) business days, after Starboard’s submission of such Additional Independent Appointee candidate. In the event the ...
Board Appointments. Effective upon the Closing Date, the Holdco Board Appointments shall be effected in accordance with Section 6.14.
Board Appointments. 4 3.4 Conversion of Shares of Series B Common Stock into Shares of Original Common Stock ....................................................... 5 3.5 Number of Authorized Shares of Series B Common Stock ................ 6
Board Appointments. (i) Promptly following execution of this Agreement, the Parties agree to cooperate to identify a mutually acceptable independent director (a “Founder Independent Designee”) who (A) is not the Founder, (B) has business, restaurant, marketing, technology, accounting, finance and/or other relevant experiences or expertise, (C) is acceptable to Founder and the Board, each in its sole and absolute discretion, (D) qualifies as “independent” pursuant to The Nasdaq Stock Market’s (“Nasdaq”) listing rules, (E) is independent of Founder and Starboard, (F) does not have a conflict of interest with the Company, and (G) satisfies the publicly disclosed corporate governance guidelines and policies with respect to service on the Board that are generally applicable to all directors of the Company (subject to any phase-in periods generally applicable to new directors, such as stock ownership requirements) (clauses (A)-(G), the “Eligibility Requirements”), to recommend for appointment as a director of the Company. Founder acknowledges that the Founder Independent Designee or proposed Founder Independent Designee may be required, if requested by the Company, to submit to the Company a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of new Board members generally. The Board shall make its determination and recommendation regarding whether a Founder Independent Designee meets the Eligibility Requirements promptly, and in any event within ten (10) business days, after such nominee has submitted to the Company the documentation required by the previous sentence. If the Board determines that a proposed Founder Independent Designee does not meet the Eligibility Requirements, the Parties agree to thereafter cooperate to identify another proposed Founder Independent Designee whose appointment shall be subject to meeting the Eligibility Requirements in accordance with the procedures described in this paragraph.
(ii) If a Founder Independent Designee is recommended for appointment as a director of the Company and the Board determines that such Founder Independent Designee meets the Eligibility Requirements on or prior to March 22, 2019, the Company agrees that, subject to the Founder Independent Designee’s continued satisfaction of the Eligibility Requirements, (A) the Board and all applicable committees of the Bo...
Board Appointments. The Commission is governed by the Board, which consists of representatives appointed by the nine Members in accordance with this section. More specifically, each Member to this Agreement must appoint one Commissioner and one Alternate Commissioner to the Board. Each Member’s governing body will determine the eligibility and qualifications of its representatives on the Board.
Board Appointments. (i) The Company agrees that the Board and all applicable committees of the Board shall take all necessary actions to (A) increase the size of the Board from ten (10) to eleven (11) members effective immediately following the execution of this Agreement (provided that the size of the Board shall automatically decrease to ten (10) members at the conclusion of the 2020 annual meeting of stockholders (the “2020 Annual Meeting”)), (B) appoint P▇▇▇▇ ▇. ▇▇▇▇ (“M▇. ▇▇▇▇”, or the “Starboard Appointee”) and R▇▇▇▇▇ ▇. Card as directors of the Company effective immediately following the execution of this Agreement, and (C) appoint J▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (each of Mr. Card and M▇. ▇▇▇▇▇▇, an “Independent Appointee” and, together with the Starboard Appointee, the “Appointed Directors”) as a director of the Company, effective no later than December 16, 2019 (the “H▇▇▇▇▇ Effective Time”). The Company agrees that provided the Appointed Directors are able and willing to continue to serve on the Board, the Company will include the Appointed Directors in the Company’s slate of recommended directors to stand for election to the Board at the 2020 Annual Meeting together with the other members of the 2020 Slate (as defined below).
(ii) The Company agrees that (A) the Board shall nominate the following individuals, and only the following individuals, for election to the Board at the 2020 Annual Meeting for terms expiring at the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”) and subject to their consent to serve: (x) the Appointed Directors (including any Replacement Director (as defined below)); (y) six of the following seven individuals: Senator W▇▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D., S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, R▇▇▇▇▇ ▇. Routs, C▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, D▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Gen. J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ USAF Ret. (such six individuals collectively, the “Continuing Directors,” and the individual that is not so nominated for election, the “Retiring Director”) and (z) if appointed as of such time, the New CEO (as defined below) (the New CEO, together with the Continuing Directors and the Appointed Directors, the “2020 Slate”); provided, that if as of the filing of the Company’s definitive proxy statement in respect of the 2020 Annual Meeting the New CEO has not been appointed, the Company may include the Retiring Director in the 2020 Slate in lieu of such New CEO provided that the Retiring Director has submitted, and the Company has accepted, an irrevocable resignation ...
Board Appointments. All action shall have been taken such that the board of directors of SPAC as of immediately following the Closing shall be constituted of the directors contemplated by Section 8.09.
Board Appointments. The Company shall have nominated and approved the appointment to its Board of Directors of two persons designated by the Lender in its sole discretion, such appointments to be confirmed subsequently by the Company's shareholders at the next regularly scheduled shareholders' meeting.
Board Appointments. Upon the resignation of the directors contemplated by Section 8.11, a board of directors consisting of (i) five (5) directors nominated by IPC Opco; and (ii) one (1) director nominated by Vasogen and acceptable to IPC Opco, acting reasonably, shall be nominated as the directors of the corporation resulting from the combination of the business of Vasogen and IPC to be effective following the Arrangement.